exv4w4








EXHIBIT 4.4








The Rights Offering expires at 5:00 p.m., Eastern Time, on                     , 20     . PVF Capital Corp. (the
“Company”) may extend the rights offering without notice to you until                     , 20      (such date
and time, as it may be extended, the “Expiration Date”).



The Company has distributed, at no charge, to each holder of record of the Company’s common stock,
par value $0.01 per share (“Common Stock”), (each a “Record Date Shareholder”), as of 5:00 Eastern
Time on
                    , 2009 (the “Record Date”) one subscription right (“Subscription Right”) for each
share of Common Stock held as of the close of business on the Record Date. Each Subscription Right
entitles a Record Date Shareholder to a basic subscription privilege (the “Basic Subscription
Privilege”) and an over-subscription privilege (the “Over-Subscription Privilege”). The Basic
Subscription Privilege of each Subscription Right gives each Record Date Shareholder the
opportunity to purchase
                    
shares of Company Common Stock at a subscription price of
$                     per
share. Fractional shares of Company Common Stock resulting from the exercise of the Basic
Subscription Privilege will be eliminated by rounding down to the nearest whole share. In the event
that a Record Date Shareholder purchases all of the shares of Company Common Stock available
pursuant to the Record Date Shareholder’s Basic Subscription Privilege, the Record Date Shareholder
may also choose to exercise an Over-Subscription Privilege, subject to certain limitations and
subject to allotment, to purchase a portion of any shares of Company Common Stock that are not
purchased by other Record Date Shareholders through the exercise of their Basic Subscription
Privileges.




Method Of Exercise Of Rights



In order to exercise your Basic Subscription Privilege and Over-Subscription Privilege, you must
properly complete and sign this Rights Certificate on the front and back where indicated and return
it to the Subscription Agent, Computershare Trust Company, N.A., together with payment in full for
an amount equal to the subscription price multiplied by the total number of shares of Common Stock
subscribed for under your Basic Subscription Privilege and Over-Subscription Privilege. To be
timely, the Subscription Agent must receive the properly completed and executed Rights Certificate
and payment in full for the shares of Common Stock subscribed for at or before 5:00 p.m., Eastern
Time, on the Expiration Date.



Full payment for the shares of Common Stock subscribed for pursuant to your Basic Subscription
Privilege and Over-Subscription Privilege must be made payable in United States dollars by check,
bank check or bank draft drawn upon a United States bank or money order in each case payable to
“Computershare Trust Company, N.A.” You will not be paid any interest on funds paid to the
Subscription Agent regardless of whether the funds are applied to the subscription price or
returned to you.



You are advised to review the Prospectus and the Instructions as to Use of PVF Capital Corp. Rights
Certificates included with this Rights Certificate. Additional copies of these materials may be
obtained from Stifel, Nicolaus & Company, Incorporated, the Information Agent. The Information
Agent’s telephone number is (___) ___-___.




	 	 	 	 	 
	 	 	Number of Rights Represented	 	Maximum Number of Shares of Common Stock for Which
	Control #	 	by this Rights Certificate	 	You May Subscribe under Your Basic Subscription Privilege
	 
	 	 	 	 
	XXXXXXXXXX

	 	XXXXXXXXXX
	 	XXXXXXXXXX






	 	 	 	 	 
	Signature of Owner and U.S. Person for Tax Certification	 	Signature of Co-Owner (if more than one registered holder listed)	 	Date (mm/dd/yyyy)
	 
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 
	 	 
	 

	 	 
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	
g

	 	1 2 3 4 5 6 7 8
	 	C L S
	 	X R T 2
	 	C O Y C
	 	1 2 3 4 5 6 . 7 8	+








 









 













PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY





SECTION 1: EXERCISE AND SUBSCRIPTION: The number of Subscription Rights represented by this Rights
Certificate and the maximum number of shares of common stock for which you may subscribe under your
Basic Subscription Privilege are set forth on the front of this Rights Certificate. Please see “The
Rights Offering–Limit on How Many Shares of Common Stock You May
Purchase in the Rights Offering” for a description of the purchase limits applicable to the rights
offering. The undersigned hereby irrevocably exercises one or more Subscription Rights to subscribe
for shares of Common Stock as indicated below, on the terms and subject to the conditions specified
in the Prospectus.




Step 1 – Basic Subscription Privilege



I wish to exercise my full Basic Subscription Privilege or a portion thereof as follows:




	 	 	 	 	 	 	 	 	 
	Number of Shares of Common Stock Subscribed for	 	 	 	Subscription Price	 	 	 	Payment Due Under Basic
	Under Your Basic Subscription Privilege	 	 	 	 	 	 	 	Subscription Privilege
	 
	 	 	 	 	 	 	 	 
	 


	 	X
	 	$  
	 	=
	 	$  

	

Step 2 – Over-Subscription Privilege



I have exercised my full Basic Subscription Privilege and in addition to my full Basic Subscription
Privilege I wish to subscribe for additional shares under my Over-Subscription Privilege as
follows:



	 	 	 	 	 	 	 	 	 
	Number of Shares of Common Stock Subscribed for	 	 	 	Subscription Price	 	 	 	Payment Due Under Over-
	Under Your Over-Subscription Privilege*	 	 	 	 	 	 	 	Subscription Privilege
	 
	 	 	 	 	 	 	 	 
	 


	 	X
	 	$  
	 	=
	 	$  

	 
	* The maximum number of shares you may subscribe for under your Over-Subscription Privilege is
equal to [___] shares less the number of shares you subscribed for under your full Basic
Subscription Privilege.







Step 3 – Total Shares and Total Amount Enclosed




	 	 	 	 	 	 	 	 	 
	Total Shares:	 	 	 	Subscription Price	 	 	 	Total Amount Enclosed:
	 


	 	X
	 	$  
	 	=
	 	$  

	Number of Shares of Common Stock Subscribed for
under Basic Subscription Privilege (Step 1) plus
Over-Subscription Privilege (Step 2)

	 	 	 	 	 	 	 	Total Payments Due under Basic Subscription Privilege
(Step 1) plus Over-Subscription Privilege (Step 2)







 




SECTION 2: SUBSCRIPTION AUTHORIZATION: I acknowledge that I have received the Prospectus for this
offering of Subscription Rights and I hereby irrevocably subscribe for the number of shares of
Common Stock indicated above on the terms and conditions set forth in the Prospectus. Note: In
addition to signing below, please also sign and date the front of this Rights Certificate where
indicated.




Signature of Subscriber(s)



 




 



(and address if different than that listed on this Rights Certificate)

Telephone number (including area code)  



 




SECTION 3: SPECIAL ISSUANCE INSTRUCTIONS (IF YOU COMPLETE THIS SECTION, YOU MUST ALSO COMPLETE
SECTIONS 4 AND 5): The Subscription Rights are not transferable in any way, except to affiliates of
the recipient and except by operation of law. By executing below, you hereby represent and warrant
that the person in whose name you are requesting that we issue the Class A Common Stock is your
affiliate or is a transferee by operation of law. Evidence satisfactory to the Company that any
such permitted transfer is proper must be delivered by mail, express mail or overnight courier to
Computershare Trust Company, N.A. at the address specified below prior to the Expiration Date.




          Complete the following ONLY if the shares of Common Stock subscribed for are to be issued in a name
other than that of the registered holder.



	 	 	 	 	 	 	 	 	 
	Issue Shares to:  

	 	Soc. Sec. #/Tax ID#:
	 	 
	 	 
	 

	 	 
	 	 	 	 	 	 
	Address:  
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 




SECTION 4: ACKNOWLEDGMENT (TO BE COMPLETED ONLY IF YOU COMPLETED SECTION 3. IF YOU COMPLETE THIS
SECTION, YOU MUST ALSO COMPLETE SECTION 5): I/We acknowledge
receipt of the Prospectus and understand that, after delivery to Computershare Trust Company, N.A.
as Subscription Agent, I/we may not modify or revoke this Rights Certificate. Under penalties of
perjury, I/we certify that the information contained herein, including the social security number or taxpayer
identification number given above, is correct.




     The signature below must correspond with the name of the registered holder exactly as it appears on
the books of the Company’s transfer agent without any alteration or change whatsoever.



	 	 	 	 	 	 	 	 	 
	Signature(s) of Registered Holder:

	 	 
	 	Date:
	 	 
	 	 
	 

	 	 
	 	 	 	 	 	 





     If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact,
agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity,
please provide the following information (please print).



	 	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	Capacity:	 	 	 	Soc. Sec. #/Tax ID #: 	 	 






	 	 	 	 	 	 	 	 	 
	Address:

	 	 
	 	Phone:
	 	 
	 	 
	 

	 	 
	 	 	 	 	 	 





 




SECTION 5: GUARANTEE OF SIGNATURES (TO BE COMPLETED ONLY IF YOU COMPLETED SECTIONS 3 AND 4): All
Subscription Right holders who specify special issuance or delivery instructions must
have their signatures guaranteed by an Eligible Guarantor Institution, as defined in Rule 17Ad-15
of the Securities Exchange Act of 1934, as amended.




	 	 	 	 	 	 	 	 	 
	Name of Firm:  
	 	Authorized Signature:  
	 
	 
	 	 
	 	 	 	 	 	 
	Address:  
	 	Name:  
	 	 
	 
	 	 
	 	 	 	 	 	 
	City, State, Zip Code:  
	 	Title:  	 	 
	 
	 	 
	 	 	 	 	 	 
	Area Code and Telephone Number:  	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 







Delivery Options for Rights Certificates




	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By Mail:	 	 	By Express Mail or Overnight Courier:	 
	 	 	 	 	 	 
	 	Computershare
	 	 	Computershare	 
	 	c/o Voluntary Corporate Actions -
	 	 	c/o Voluntary Corporate Actions -	 
	 	PVF Capital Corp. Rights Offering
	 	 	PVF Capital Corp. Rights Offering	 
	 	Suite V
	 	 	250 Royall Street	 
	 	P.O. Box 43011
	 	 	Suite V	 
	 	Providence, RI 02941-3011
	 	 	Canton, MA 02021	 
	 	 	 	 	 	 





DELIVERY OF THIS SUBSCRIPTION CERTIFICATE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY




Any questions regarding this Rights Certificate and Rights Offering may be directed
to Stifel, Nicolaus & Company, Incorporated at [                                        ].